BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICE, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE ANY SERVICE. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.

IF YOU ARE USING ANY SERVICE AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

Agreement

This IndustryVault Terms of Service (“Agreement”) is entered into by and between IndustryVault LLC and the entity or person placing an order for or accessing any Service (“Customer” or “you”). This Agreement consists of the terms and conditions set forth below and any attachments, addenda or exhibits referenced in the Agreement, and any Order Forms and SOWs (as defined below) that reference this Agreement.

This IndustryVault Terms of Service (“Agreement”) is between {Customer-Name} (“{Customer-Name}” or “Customer”) and IndustryVault, LLC (“IndustryVault”) and applies to the following IndustryVault offerings, as further defined below (collectively, the “Products”):

  1. IndustryVault’s Software-as-a-Service, and IndustryVault’s Solutions offerings;
  2. The Website;
  3. Any related Support; and
  4. Any related Professional Services.

Modifications to this Agreement: From time to time, IndustryVault may modify this Agreement. Unless otherwise specified by IndustryVault, changes become effective for Customer upon renewal of the then-current Subscription Term (as defined below) or entry into a new Order Form after the updated version of this Agreement goes into effect. IndustryVault will use reasonable efforts to notify Customer of the changes through communications via Customer’s Account (as defined below), email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entering into a new Order Form, and in any event continued use of any Service after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.

Definitions

Account means Customer’s legal relationship with IndustryVault. A User Account means an individual User’s authorization to log in to and use the Services and serves as a User’s identity on the Website. A Corporate Account means Customer’s specific implementation of the Services as defined across all of Customer’s Order Forms.

Active User means a user trying to access the Services at the time of an Outage.

Affiliate means any entity that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or control with a Party where “ownership” or “control” means having more than fifty percent (50%) voting power of the controlled entity.

Cloud Provider means the third-party cloud infrastructure provider, such as Amazon Web Services, Inc. (“AWS”) or Microsoft Corporation (“Azure”), that hosts the Services.

Cloud Private Network means the virtual private clouds (“VPC”)" and/or virtual networks (“VNET”)", as applicable to the Cloud Provider, from which the Services are provided.

Content means content featured or displayed through the Website, including, without limitation, text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Website or otherwise available through the Services. Customer Content is Content that Customer creates or owns or to which Customer is the rights holder. IndustryVault Content is Content that IndustryVault creates or owns or to which IndustryVault is the rights holder. IndustryVault Content also includes any anonymous statistical, analytical or derivative data derived from the Services that does not include non-public personal information. User-Generated Content is Content, written or otherwise, created or uploaded by All Users regardless of who is the rights holder.

Developer Product means an application or other developer product created by Customer or by a third party that collects User Personal Information (as defined in the IndustryVault Privacy Statement) or User-Generated Content and integrates with the Services through IndustryVault’s API, OAuth mechanism, or otherwise.

Effective Date is the earlier of the date on which Customer (i) agrees to the terms and conditions of this Agreement as described above, or (ii) first place an Order for the Products.

Fees means the fees Customer is required to pay IndustryVault to (i) use the Products during the applicable Subscription Term or (ii) receive Professional Services, as such fees are reflected on an Order Form or SOW.

IndustryVault Personnel means IndustryVault employees and individual subcontractors.

Order Form means written or electronic documentation (including a quote) that the Parties use to order the Products. The Order Form will specify the authorized scope of use for the Products, which may include: (i) number and type of Users, (ii) Subscription Term, (iii) a list of Customer Content, if any, to be uploaded or processed on the IndustryVault on behalf of the Customer (iv) the Solution(s) and IndustryVault Platform features and services authorized for Customer’s use, or (v) other restrictions or special terms (collectively, the “Scope of Use”). Upon execution by the Parties (or, in the case of electronic orders, confirmation and placement of the order), each Order Form will be subject to the terms of this Agreement.

Outage means the interruption of the Services that affects more than 50% of Active Users.

Parties means, collectively, IndustryVault and Customer. Each may be referred to individually as a “Party.”

Platform-as-a-Service (“IndustryVault Platform”) means IndustryVault’s cloud technology platform that allows IndustryVault to develop, run, and manage software-as-a-service (SaaS) applications for data storage and transformation, data management and querying, data reporting and visualization, and analytics development and deployment, as well supporting technology services for version control and collaboration, networking and security, and user management and single sign-on.

Professional Services means training, consulting, or implementation services that IndustryVault provides to Customer pursuant to a mutually executed SOW. Professional Services do not include Support.

Scheduled Downtime means maintenance or updates to the Services (including to any servers or other infrastructure required to host the Services), which has been scheduled in advance, during which the Services may be down or inaccessible to Users.

Scraping refers to extracting data from the Website via an automated process, such as a bot or webcrawler. It does not refer to the collection of information through IndustryVault’s API.

Services means managed data services including, collectively, (i) any applications, software, products, and services provided by IndustryVault, including on or through the Website, (ii) the IndustryVault Platform-as-a-Service (PaaS); (iii) IndustryVault’s Software-as-a-Service; and (iv) IndustryVault’s mortgage industry Solutions.

Services Credit means a dollar credit, calculated as set forth below, that IndustryVault may credit back to an eligible Account.

Software-as-a-Service (SaaS) means the software applications hosted on the IndustryVault Platform used for data loading, data management, business intelligence, statistical analysis, and other data services. These include, but are not limited to, the DataTransfer Service, the DataHost Service, and the DataShare Service.

Solutions means the IndustryVault Platform, one or more IndustryVault SaaS applications, and supporting Professional Services, if any, all of which target a specific mortgage industry use case for a given Customer. These Solutions include, but are not limited to, the OriginatorVault, ServicerVault, and InvestorVault Solutions.

Statement of Work (SOW) means a mutually executed statement of work detailing the Professional Services IndustryVault will perform for Customer, any related Fees, and each Party’s related obligations.

User means the individual who (i) visits or uses the Website or Services, (ii) accesses or uses any part of the Account, or (iii) directs the use of the Account in the performance of functions, in each case on Customer’s behalf. Other Users means individuals authorized by Customer, not including Customer’s personnel, who visit or use the Website or Services. Users and Other Users are collectively referred to as All Users.

User Group means a workspace under Customer’s control within a Corporate Account with one or more Users where multiple Users can collaborate across many projects at once. A User can be a member of any number of User Groups.

Website means, collectively, (i) IndustryVault’s website located at IndustryVault.com, (ii) IndustryVault-owned subdomains of IndustryVault.com, such as demo.IndustryVault.com, (iii) IndustryVault’s product websites, such as ServicerVault.com; and (iv) IndustryVault’s client-specific websites, provided on domain names such as client.IndustryVault.com. IndustryVault uses the Website to provide access to the Services.

Payment

Fees

Customer agrees to pay the Fees in full in advance, up front without deduction or setoff of any kind, in U.S. Dollars (or Professional Services Credits, if applicable), unless otherwise specified in an Order Form. Customer must pay the Setup Fees (if any) and the first monthly Subscription Fee immediately upon execution of the Order Form or SOW, and Customer must pay the remaining monthly Subscription Fees within fifteen (15) days of the date of the invoice that IndustryVault sends to Customer related to the applicable Order Form or SOW. Amounts payable under this Agreement are non-refundable, except as provided in Sections @ref(professional-services-limited-warranty) and @ref(industryvault-indemnification).

Payment Methods

All payments due under this Agreement shall be made from a bank located in the United States by electronic funds transfer (“EFT”; for example, ACH or wire transfer) in immediately available funds to a bank account designated by IndustryVault LLC; no cash or checks. If the due date of any payment hereunder is a Saturday, Sunday or national holiday, such payment may be paid on the following business day.

Late Payments and Disputes

If Customer fails to pay any Fees on time, IndustryVault reserves the right, in addition to taking any other action at law or equity, to (i) charge interest on past due amounts at 1.0% per month or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery, and (ii) terminate the applicable Order Form or SOW. Customer is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on IndustryVault’s net income) that are imposed or become due in connection with this Agreement.

IndustryVault will not exercise its rights under Section @ref(termination) or Section @ref(suspension) with respect to non-payment by Customer if Customer is disputing the applicable Fees reasonably and in good faith and is cooperating diligently to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, each party shall have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, any undisputed amounts must be paid in full.

Professional Services

Professional Services SOW

Upon Customer’s request for Professional Services, IndustryVault will provide a statement of work detailing such Professional Services. Each SOW is binding upon execution by the Parties, and any Professional Services will be governed by the terms of the applicable SOW and this Agreement. In the event of any conflict between the terms of this Agreement and any SOW, the terms of this Agreement will control.

IndustryVault will perform the Professional Services described in each SOW according to the timeframes set forth in such SOW. IndustryVault will control the manner and means by which the Professional Services are performed and reserves the right to determine which personnel is/are assigned to perform the Professional Services. IndustryVault may use third parties to perform the Professional Services, provided that IndustryVault remains responsible for all their acts and omissions.

Customer acknowledges and agrees that IndustryVault retains all right, title and interest in and to anything used or developed in connection with performing the Professional Services, including, among other things, software programs, tools, specifications, ideas, concepts, inventions, processes, techniques, and know-how.

Professional Services Limited Warranty

Unless otherwise set forth in an SOW, IndustryVault warrants that any Professional Services performed under this Agreement will be performed in a professional and workmanlike manner by appropriately qualified personnel. IndustryVault’s only obligation, and Customer’s only remedy, for a breach of this warranty will be, at IndustryVault’s option and expense, to either: (i) promptly re-perform any Professional Services that fail to meet this warranty or (ii) if the breach cannot be cured, terminate the SOW and refund the unused prepaid Fees.

Indemnification

IndustryVault Indemnification

  1. Obligation. Subject to Section @ref(limitations-of-liability), IndustryVault will defend and indemnify Customer (including any affiliates, licensors and business partners, and their respective officers, directors, employees, agents, and representatives, collectively, a “Customer Indemnified Party”) against any third-party claim brought against a Customer Indemnified Party, to the extent that it is based on an allegation that Customer’s authorized use of the the Website or the Services infringes a worldwide copyright or U.S. patent or misappropriates a trade secret of any third party (each, a “Claim”), and pay damages and costs (including reasonable legal fees) awarded by a court of final appeal attributable to such a Claim, provided that Customer: (i) notifies IndustryVault in writing of any such Claim as soon as reasonably practicable; (ii) allows IndustryVault to control and direct the investigation, defense, and settlement (if applicable) of the Claim, and (iii) reasonably cooperates with IndustryVault in the defense of any such Claim and related settlement negotiations.
  2. Exclusions. IndustryVault’s indemnification obligation under Section @ref(industryvault-indemnification).(i) will not extend to any Claim that is based on: (i) the modification or use of the Website or the Services, other than as expressly authorized by this Agreement (including the Documentation); (ii) Customer’s failure to stop using the Website or the Services after receiving written notice to do so in order to avoid further infringement or misappropriation; (iii) the combination, operation or use of the Website or the Services with equipment, devices, software, systems, or data not authorized by this Agreement (including the Documentation) to the extent that without such combination such Claim would have been avoided; (iv) Customer’s unauthorized use of the Services; (v) (a) Customer’s Content (or circumstances covered by Customer’s indemnification obligations under Section @ref(customer-indemnification), or (b) any third-party deliverables or components contained within the Services; or (vi) if Customer settles or makes any admissions with respect to such Claim without IndustryVault’s prior written consent (collectively, “Indemnity Exclusions”).
  3. Right to Ameliorate Damages. If Customer’s use of the Website or the Services is, or in IndustryVault’s reasonable opinion is likely to be, subject to a Claim under Section @ref(industryvault-indemnification).(i), IndustryVault may, in its sole option and at no charge to Customer (and in addition to any indemnification obligation under this Section @ref(industryvault-indemnification) ): (a) procure the right to continue using the Website or the Services; (b) replace or modify the Website or Services so that it is non-infringing and substantially equivalent in function to the original Software, Website or Services; or (c) if options (a) and (b) above are not commercially practicable in IndustryVault’s reasonable estimation, terminate this Agreement and all licenses granted hereunder (in which event, Customer must immediately stop using the Website or the Services) and IndustryVault will refund the unused, pre-paid Fees for the then-current Subscription Term.
  4. Sole Remedy. THIS SECTION @ref(industryvault-indemnification) SETS FORTH INDUSTRYVAULT’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

Customer Indemnification

  1. Obligation. Customer will defend and indemnify IndustryVault (including its affiliates, licensors and business partners, and its and their respective officers, directors, employees, agents, and representatives, collectively, an “IndustryVault Indemnified Party”) from and against any claims that may arise out of or that are based upon (i) Content that Customer uploads to the Website or the Services; (ii) Customer’s violation of this Agreement, including Customer’s breach of confidentiality; or (iii) an Indemnity Exclusion (each, a “Customer Claim”), provided that IndustryVault (a) notifies Customer in writing of any such Customer Claim as soon as reasonably practicable; (b) allows Customer to control and direct the investigation, defense and settlement (if applicable) of such Customer Claim (provided that IndustryVault will have the right to participate with counsel of its own choosing at its own expense, and provided further that Customer may not settle such Customer Claim unless the settlement unconditionally releases the IndustryVault Indemnified Party of all liability); and (c) reasonably cooperates with Customer in the defense of such Customer Claim, at Customer’s expense.
  2. Disputes with Users. If Customer has a dispute with one or more Users, Customer releases IndustryVault from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

Representations and Warranties

General Warranty

Each Party represents and warrants to the other that it has the legal power and authority to enter into this Agreement, and that this Agreement and each Order Form is entered into by an employee or agent of such Party with all necessary authority to bind such Party to the terms and conditions of this Agreement.

Disclaimer of Warranties

IndustryVault provides the Website and the Services “as is” and “as available” (except as explicitly set forth in Section @ref(professional-services-limited-warranty)), without warranty of any kind. WITHOUT LIMITING THIS AND TO THE EXTENT PERMITTED BY LAW, INDUSTRYVAULT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE WEBSITE AND THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, AND NON-INFRINGEMENT. Without limiting the foregoing, IndustryVault does not warrant that the Services will meet Customer’s requirements; that the Services will be uninterrupted, timely, secure, or error-free; that the information provided through the Services is accurate, reliable or correct; that any defects or errors will be corrected; that the Services will be available at any particular time or location; or that the Services is free of viruses or other harmful components. IndustryVault will not be responsible for any risk of loss resulting from Customer’s downloading and/or use of files, information, content or other material obtained from the Services.

Limitations of Liability

  1. No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INDUSTRYVAULT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT INDUSTRYVAULT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. Limitation of Total Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, EXCEED THE FEES ACTUALLY PAID TO INDUSTRYVAULT BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.

Intellectual Property

Customer

Customer and Customer’s licensors, vendors, agents, and/or content providers retain ownership of all intellectual property rights of any kind related to the Customer Content. All Customer Content is and will remain Customer’s property exclusively, and nothing in this Agreement or any SOW will be deemed to transfer any rights of ownership in any Customer Content, either in whole or in part, to IndustryVault. IndustryVault will use such information solely to perform its obligations and duties under this Agreement, which includes provisioning, testing, and modifying the Services with such Customer Content during the Term.

IndustryVault

IndustryVault and its licensors, vendors, agents, and/or content providers retain ownership of all intellectual property rights of any kind related to the the IndustryVault Content, including but not limited to the Website, Platform-as-a-Service, Software-as-a-Service, and Solutions. All IndustryVault Content is and will remain IndustryVault’s property exclusively, and nothing in this Agreement or any SOW will be deemed to transfer any rights of ownership in any IndustryVault Content, either in whole or in part, to Customer.

IndustryVault shall have the exclusive right to sell, lease, license or otherwise dispose of any such intellectual property rights which are not the property of Customer and will not affect IndustryVault’s ability to provide the Services under this Agreement. Any writing or work of authorship, regardless of medium, created or developed by IndustryVault, Customer, or any third party in connection with the Services under this Agreement, as well as any contribution by Customer, Users, and Other Users to the enhancement or modification of the Services provided hereunder, including all copyright interests therein, will not be considered “works for hire”, but rather will be owned solely and exclusively by IndustryVault.

To the extent any such works may be considered works for hire under applicable law, Customer agrees to assign and, upon their creation, automatically assigns to IndustryVault the ownership of all copyright interests therein including, but not limited to, all software, information, internet services, programs and documentation without the necessity of any further consideration to Customer. Customer hereby grants to IndustryVault an irrevocable, perpetual royalty free license to use, copy, create derivative works based upon and to sublicense and sell as part of IndustryVault Content any Customer Content that IndustryVault incorporates into the same pursuant to any SOW or any other written instructions from Customer.

Customer shall (i) never remove or destroy any copyright or other proprietary marking placed upon, contained with, or used in connection with the IndustryVault Services; (ii) never create or authorize new versions, modifications, enhancements or derivative works to, nor translate, reverse engineer, decompile or disassemble, the IndustryVault Services or any portion thereof; and (iii) never sell, sub-license, publish or otherwise distribute, in whole or in part, or grant a security interest in, or otherwise transfer rights to the IndustryVault Services or any portion thereof to any third party.

Feedback and Customer Modifications

Notwithstanding any other provision of this Agreement to the contrary, Customer grants to IndustryVault a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, and fully transferable right and license to use or incorporate into any of IndustryVault’s Services any suggestions, ideas, customer modifications, enhancement requests, feedback, recommendations, or other information (“Feedback”) provided by Customer or Customer’s Users. The parties acknowledge that all Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by the party offering the Feedback, shall not, absent a separate written agreement, create any confidentiality obligation for IndustryVault. Furthermore, except as otherwise provided herein or in a separate subsequent written agreement between the parties, IndustryVault shall be free to use, disclose, reproduce, modify, create derivative works, license, publicly perform or display, or otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

If Customer is a copyright owner and believe that Content on the Website violates Customer’s copyright, Customer may contact IndustryVault in accordance with IndustryVault’s Digital Millenium Copyright Act Policy, by notifying IndustryVault by emailing [email protected]. IndustryVault will terminate the Account of repeat infringers of this policy.

Confidentiality

Definition of Confidential Information

For the purposes of this Agreement, “Confidential Information” means all non-public information disclosed by either Party to the other, whether in writing, orally or by other means, designated as confidential or that the receiving Party knows or reasonably should know, under the circumstances surrounding the disclosure and the nature of the information, is confidential to the disclosing Party. Except as expressly set forth in this Agreement, the source code for the Services will be deemed to be IndustryVault’s Confidential Information, regardless of whether it is marked as such. For the avoidance of doubt, Content uploaded or posted on the Website or Services will be considered the Confidential Information of the Party which uploaded or posted the Content when such Content is stored in Private Repositories or Shared Repositories as defined in Section @ref(repositories).

Confidentiality Exclusions

Confidential Information does not include any information that (i) was or becomes publicly known through no fault of the receiving party; (ii) was rightfully known or becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party who has a right to disclose it; (iii) is approved by the disclosing party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing party; or (iv) the receiving party independently develops without access to or use of the other Party’s Confidential Information.

Confidentiality Controls

Each party shall establish commercially reasonable controls to ensure the confidentiality of the Confidential Information and ensure that the Confidential Information is not disclosed contrary to the provisions of this Agreement, Gramm-Leach-Bliley (15 U.S.C. §§ 6801-6809, as may be amended), or any other applicable privacy laws and regulations. Without limiting the foregoing, each party shall implement such physical and other security measures as are necessary to (i) ensure the security and confidentiality of the Confidential Information, (ii) protect against any threats or hazards to the security and integrity of the Confidential Information and (iii) protect against any unauthorized access to or use of Confidential Information.

Restrictions on Use and Disclosure

Neither Party will use the other Party’s Confidential Information except as permitted under this Agreement. Each Party agrees to maintain in confidence and protect the other Party’s Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in any event at least a reasonable degree of care. Each Party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other Party’s Confidential Information, including, without limitation, disclosing such Confidential Information only to its employees, independent contractors, consultants, and legal and financial advisors (collectively, “Representatives”) who (i) have a need to know such information, (ii) are parties to appropriate agreements sufficient to comply with this Section @ref(confidentiality), and (iii) are informed of the restrictions on use and disclosure set forth in this Section @ref(confidentiality). Each Party is responsible for all acts and omissions of its Representatives. The restrictions set forth in this Section @ref(confidentiality) will survive the termination or expiration of this Agreement.

Compelled Disclosure

The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Party required to make such a disclosure gives reasonable notice to the other Party to enable such Party to contest such order or requirement. If the receiving Party receives a subpoena or other valid administrative or judicial notice requesting the disclosure of the furnishing Party’s Confidential Information, the receiving Party will promptly notify the furnishing Party. If requested, the receiving Party will provide reasonable cooperation to the furnishing Party in resisting or limiting the disclosure at the furnishing Party’s expense. Subject to its obligations stated in the preceding sentence, the receiving Party may comply with any binding subpoena or other process to the extent required by law, but will in doing so make every reasonable effort to secure confidential treatment of any materials disclosed.

Confidentiality of this Agreement

The parties agree that the terms and conditions of this Agreement and the related negotiations between Customer and IndustryVault with respect to this Agreement, and any Order Form or SOW will be treated as confidential pursuant to this Section. The parties also acknowledge that this Agreement contains confidential information and agree to limit distribution of this Agreement to those individuals with a need to know its contents. This Agreement may not be reproduced or copies shown to any third parties (exclusive of contractors, subcontractors and agents who have a need to know) without the prior written consent of the other Party, except as may be necessary: (a) by reason of legal, accounting, tax or regulatory requirements, or in connection with a proposed merger, acquisition, or divestiture, in which cases Customer and IndustryVault agree to exercise reasonable diligence in limiting such disclosure to the minimum necessary under the particular circumstances.

Term and Termination

Term

The term of this Agreement (the “Agreement Term”) commences on the Effective Date and continues until the Subscription Terms under all Order Forms have either expired or have been terminated. The term of each subscription (the “Subscription Term”) will be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, the subscriptions in an Order Form will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least sixty (60) days before the end of the relevant Subscription Term.

Termination

  1. A party may terminate this Agreement (including all related Order Forms) for cause (i) (subject to the following sentence) upon thirty (30) days’ detailed written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. The “effective termination date” shall be the first business day following the expiration of the 30 day period and the mutual fulfillment by both Parties of all remaining obligations under this Agreement.
  2. Notwithstanding the foregoing, if IndustryVault believes that Customer’s access to any Services adversely impacts the operation of the Services, IndustryVault may investigate and, upon notice to Customer, immediately suspend Customer’s access to the Services while conducting such investigation. IndustryVault will notify Customer promptly of the investigation results and IndustryVault, in addition to all other available remedies, may terminate Customer’s subscription and/or this Agreement if cause is found.

Refund or Payment upon Termination

If this Agreement is terminated by Customer in accordance with Section @ref(termination), IndustryVault will refund any prepaid fees covering the remainder of the term of all Order Forms after the effective termination date. If this Agreement is terminated by IndustryVault in accordance with Section @ref(termination), Customer will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve Customer of any obligation to pay any fees payable for any periods prior to the effective date of termination.

Effect of Termination

Upon termination of this Agreement, Customer may not execute additional Order Forms; however, this Agreement will remain in effect for the full remaining Subscription Term of all active Order Forms. When an Order Form terminates or expires, as to that Order Form: (i) the Subscription Term for the Services will immediately end; (ii) Customer will no longer have the right to use the Products listed in the Order Form, and any access granted in the Order Form will automatically cease to exist as of the date of termination or expiration; (iii) if any Fees were owed prior to termination, Customer must pay those Fees immediately.

Suspension

IndustryVault has the right to suspend access to all or any part of the Website of Customer’s Account at any time, with or without cause, with or without notice, effective immediately. IndustryVault typically provides notice in the form of an email prior to or upon implementation of suspension, unless necessary to comply with legal process, regulation, order or prevent imminent harm to the Services or any third party, in which case IndustryVault will notify Customer to the extent allowed by applicable law of such suspension as soon as reasonably practicable thereafter. IndustryVault will make commercially reasonable efforts to tailor the suspension narrowly, as needed to prevent or terminate a security risk.

Upon suspension by IndustryVault of Customer’s access to any Services, in whole or in part, for any reason: (a) fees will continue to accrue for any subscriptions and/or portion of the Services that remains accessible by Customer, notwithstanding the suspension; and (b) if the suspension results from Customer’s breach of this Agreement, Customer will remain liable for all fees, charges, and any other obligations which accrue through the duration of suspension with respect to the inaccessible portions of the Services.

Content Retrieval and Deletion

Upon written notice to IndustryVault, Customer will have up to thirty (30) calendar days from termination or expiration of this Agreement to access the Services solely to the extent necessary to retrieve Customer Content from Customer’s Account (“Retrieval Right”). If Customer exercises its Retrieval Right, this Agreement and the applicable Order Form shall continue in full force and effect for the duration of the Retrieval Right. Unless legally prohibited, IndustryVault may (but is not obligated to) delete such Customer Content at any time following such 30-day period, and will be unable to return Customer Content to Customer. IndustryVault will have no liability for any damages, liabilities, or losses (including, without limitation, loss of data or lost profits) that may result from IndustryVault’s deletion of any Customer Content pursuant to this Section.

Upon termination or expiration of this Agreement and all SOWs issued under this Agreement, the receiving Party will destroy all Customer Content of the furnishing Party in a manner that makes such Customer Content non-identifiable and non-retrievable. Notwithstanding the foregoing, the receiving Party may retain copies of Customer Content: (x) to the extent the receiving Party has a separate legal right or obligation to retain some or all of the Customer Content; (y) stored inadvertently (such as in email records) or that is incorporated into records of the receiving Party’s business operations (such as accounting records), and (z) in backup systems until the backups have been overwritten or expunged in accordance with the receiving Party’s backup policy (normally 90 - 180 days).

Surviving Provisions

The provisions of this Agreement relating to intellectual property ownership, disclaimers of warranties, indemnities, limitations of liability and confidentiality, together with such other provisions that by their nature should reasonably be intended to survive, will survive any termination or expiration of this Agreement.

Insurance

During the term of this Agreement and for one year thereafter, Vendor shall maintain in full force and effect: (A) commercial general liability insurance covering personal injury and property damage, including without limitation contractual liability, with limits of at least one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate; and (B) cyber liability insurance covering the Services with a limit of at least two million ($2,000,000) in the aggregate. The insurance policies required pursuant to this Section will stipulate that they are primary insurance and that no insurance policy or self-insurance program of Customer will be called upon to contribute. Upon written request, Vendor shall provide Customer with certificates of insurance evidencing the above coverages and naming Customer as certificate holder entitled to 30 days’ written notice following any cancellation, reduction, or change in coverage.

General Provisions

Governing Law; Venue

If Customer is domiciled in the United States, Canada, Mexico, or a country in Central or South America or the Caribbean (the “Americas”), this Agreement will be governed by and construed in accordance with the laws of the State of California, as if performed wholly within the state and without giving effect to the principles of conflict of law, and any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the Parties hereby consent to personal jurisdiction and venue therein. If Customer is domiciled outside the Americas, this Agreement will be governed by the laws of England and Wales. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to this Agreement. Notwithstanding anything to the contrary in the foregoing, IndustryVault may bring a claim for equitable relief in any court with proper jurisdiction.

U.S. Government Users

The Products and the Documentation were developed solely with private funds and are considered “Commercial Computer Software” and “Commercial Computer Software Documentation” as described in Federal Acquisition Regulations 12.212 and 27.405-3, and Defense Federal Acquisition Regulation Supplement 227.7202-3. The Products are licensed to the U.S. government end user as restricted computer software and limited rights data. No technical data or computer software is developed under this Agreement. Any use, disclosure, modification, distribution, or reproduction of the Products or Documentation by the United States Government or its contractors is subject to the restrictions set forth in this Agreement. All other use is prohibited.

Export

The Products may be subject to export restrictions by the U.S. Government and import restrictions by certain foreign governments, and Customer will comply with all applicable export and import laws and regulations in Customer’s use of the Products. Customer’s must not, and must not allow any third party to, remove or export from the United States or allow the export or re-export of any part of the Products or any direct product thereof: (i) into (or to a national or resident of) any embargoed or terrorist-supporting country; (ii) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iv) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. Customer represents and warrants that (a) Customer is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list and (b) none of Customer’s User-Generated Content is controlled under the U.S. International Traffic in Arms Regulations. Customer acknowledges and agrees that the Products are restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the U.S. government.

Publicity

Either Party may use and display the other Party’s name, logo, trademarks, and service marks on their website and in marketing materials solely to identify the Other Party as a customer of IndustryVault or vendor to Customer. Any additional use thereof shall require written permission from the other Party. Further, upon written request, either Party promptly will remove any such marks from their website and, to the extent commercially feasible, from their marketing materials.

Assignment

Neither Party may assign or otherwise transfer this Agreement, in whole or in part, without the other Party’s prior written consent, such consent not to be unreasonably withheld, and any attempt to do so will be null and void, except that either Party may assign this Agreement in its entirety, upon notice to the other party but without the other Party’s consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning party’s business or assets.

Notices

Any notice, request, demand or other communication under this Agreement must be in writing (e-mail is acceptable), must reference this Agreement, and will be deemed to be properly given: (i) upon receipt, if delivered personally; (ii) upon confirmation of receipt by the intended recipient, if by e-mail; (iii) five (5) business days after it is sent by registered or certified mail, with written confirmation of receipt and email; or (iv) three (3) business days after deposit with an internationally recognized express courier and email, with written confirmation of receipt. Notices should be sent to the address(es) set forth on the invoice, unless a Party notifies the other that those addresses have changed.

Force Majeure

IndustryVault will be excused from liability to the extent that it is unable to perform any obligation under this Agreement due to extraordinary causes beyond its reasonable control, including acts of God, natural disasters, strikes, lockouts, riots, acts of war, epidemics, or power, telecommunication or network failures.

Independent Contractors

Each Party is an independent contractor with respect to the subject matter of this Agreement. Nothing contained in this Agreement will be deemed or construed in any manner to create a legal association, partnership, joint venture, employment, agency, fiduciary, or other similar relationship between the Parties, and neither Party can bind the other contractually.

Mutual Nonsolicitation

During the term of this Agreement and for 1 year after termination, neither Party shall solicit any of the other Party’s employees to consider alternate employment. For the avoidance of doubt, the preceding sentence does not forbid a solicitation to the general public. For each employee who quits as a result of breach of this Section @ref(mutual-nonsolicitation), the soliciting Party shall pay the other Party two hundred fifty thousand dollars ($250,000) as liquidated damages. The parties agree that the damages set forth in the preceding sentence are liquidated damages and not penalties and that they are reasonable in light of the harm that would be caused by breach, the difficulties of proof of loss, and the inconvenience and infeasibility of otherwise obtaining an adequate remedy.

Non-Exclusive Agreement

Customer acknowledges that IndustryVault enters into similar agreements with parties other than Customer, and provides the Services to other mortgage industry participants, including without limitation Customer’s competitors. IndustryVault acknowledges that Customer enters into similar agreements with parties other than IndustryVault for products and services similar to those IndustryVault provides, including without limitation IndustryVault’s competitors.

Waiver

A Party’s obligations under this Agreement may only be waived in a writing signed by an authorized representative of the other Party, which waiver will be effective only with respect to the specific obligation described. No failure or delay by a Party to this Agreement in exercising any right hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right hereunder at law or equity.

Entire Agreement

This Agreement, including each Order Form and SOW, constitutes the entire agreement and understanding of the Parties with respect to its subject matter, and supersedes all prior or contemporaneous understandings and agreements, whether oral or written, between the Parties with respect to its subject matter. The terms of any purchase order, written terms or conditions, or other document that Customer submits to IndustryVault that contains terms that are different from or in addition to the terms of this Agreement, any Order Form or SOW will be void and of no effect.

Amendments; Order of Precedence

IndustryVault reserves the right, at its sole discretion, to modify this Agreement and any other IndustryVault policies or statements governing use of the Products at any time. If such modifications represent material changes to the terms of this Agreement, IndustryVault will notify Customer at least thirty (30) days prior to such changes taking effect. For non-material modifications, Customer’s continued use of the Product, the Website, or the Services constitutes agreement to such modifications. In the event a conflict arises between the Privacy Statement and this Agreement, the Privacy Statement will prevail. In the event of a conflict between this Agreement and an Order Form, such Order Form will govern with respect to that order only.

Severability

If any provision of this Agreement is deemed by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the Parties will modify or reform this Agreement to give as much effect as possible to that provision. Any provision that cannot be modified or reformed in this way will be deemed deleted and the remaining provisions of this Agreement will continue in full force and effect.

Account Terms

Account Controls

  1. Users. All Users retain ultimate administrative control over their User Accounts and the Content within them.
  2. User Groups. Customer has ultimate administrative control over any User Group created on Customer’s behalf and any User-Generated Content posted to the repositories within those User Groups, subject to this Section. Customer can manage User access to the User Group’s data and projects.
  3. Corporate Account Owners. Customer must designate one or more User Accounts as Corporate Account Owners who are delegated administrative control of User Groups and other forms of Account governance. Customer may designate IndustryVault to manage administrative control on Customer’s behalf, but this designation does not supersede Customer’s ultimate administrative rights over the User Group.

Account Requirements

  1. Customer may not create a User Account for use of any User under the age of 13. IndustryVault does not target the Services to children under 13, and it does not permit any Users under 13 on the Services. If IndustryVault learns of any User under the age of 13, it will terminate that User’s Account immediately. If User are a resident of a country outside the United States, Customer’s country’s minimum age may be older; in such a case, Customer is responsible for complying with the laws of Customer’s country.
  2. A User’s login may only be used by one person (i.e., a single login may not be shared by multiple people). A Corporate Account may only provide access to the number of User Accounts allowed by its Order Form(s).

User Account Security

Customer is responsible for keeping User Accounts secure while using IndustryVault Services, including:

  1. monitoring all content posted and activity that occurs under Customer’s Corporate Account (even when content is posted by others who have User Accounts under Customer’s Corporate Account);
  2. maintaining the security of Customer’s User Accounts and passwords, as IndustryVault will not be liable for any loss or damage from Customer’s failure to comply with this security obligation; and
  3. promptly notifying IndustryVault upon becoming aware of any unauthorized use of, or access to, the Services through Customer’s Account, including any unauthorized use of Customer’s User Accounts.

Additional Terms

In some situations, third parties’ terms may apply to Customer’s use of the Services. For example, Customer may provide Other Users access to the Services under a separate agreement with a third party. While this Agreement is IndustryVault’s full agreement with Customer, other parties’ terms govern their relationships with Customer. If Customer us a government User or otherwise accessing or using any portion of the Services in a government capacity, the Government Amendment applies, and Customer agrees to its provisions.

Content Terms and Licenses

Responsibility for User-Generated Content

Customer may create or upload User-Generated Content while using the Services. Customer is solely responsible for the content of, and for any harm resulting from, any User-Generated Content that Customer or Customer’s Users post, upload, link to or otherwise make available via the Services, regardless of the form of that Content. IndustryVault is not responsible for any display or misuse of User-Generated Content.

IndustryVault does not pre-screen User-Generated Content, but it has the right (though not the obligation) to refuse or remove any User-Generated Content that, in its sole discretion, violates any IndustryVault terms or policies.

Ownership of Content, Right to Post, and License Grants

  1. Customer retains ownership of and responsibility for Customer Content. If Customer posts anything that Customer did not create or that Customer’s Users did not create on Customer’s behalf, or that Customer does not own the rights to, Customer and Customer’s Users (a) are responsible for such Customer Content, (b) will only submit Customer Content that Customer has the right to post, and (c) Customer will fully comply with any third-party licenses relating to Customer Content that Customer posts.
  2. Customer grants the rights set forth in Section @ref(license-grant-to-industryvault) through Sections @ref(contributions-under-repository-license) free of charge and for the purposes identified in those sections until such time as Customer removes Customer Content from IndustryVault’s Services. Customer understands that Customer will not receive any payment for any of the rights granted in Sections @ref(license-grant-to-industryvault) through Section @ref(contributions-under-repository-license). If Customer uploads Content that already comes with a license granting IndustryVault the permissions its need to run the Services, no additional license is required.

License Grant to Customer

To the extent IndustryVault grants Customer access under any SOW to any IndustryVault Content, IndustryVault hereby grants Customer a non-transferrable, non-assignable, nonexclusive right to access, perform, display and use such IndustryVault Content for a term as stated in the SOW. IndustryVault does not grant or assign to Customer any legal or equitable title or other right in any IndustryVault Content or any modifications of the IndustryVault Content.

License Grant to IndustryVault

Customer grants to IndustryVault the right to store, parse, and display Customer Content, and make incidental copies as necessary to render the Website and provide the Services. This includes the right to do things like copy Customer Content to IndustryVault’s object, file, and database Repositories; display Customer Content through the Website to Customer’s and those to whom Customer chooses to show it; parse Customer Content into a search index or otherwise analyze it on IndustryVault’s Services; and share Customer Content with Users and Other Users with whom Customer chooses to share it.

This license does NOT grant IndustryVault the right to sell Customer Content or otherwise distribute or use it outside of our provision of the Services to Customer. To the extent any provision of this Agreement is unenforceable under Section A.8, Customer grant to IndustryVault the rights it needs to use Customer Content without attribution and to make reasonable adaptations of Customer Content as necessary to render the Website and provide the Services.

License Grant to Other Users

For Shared Customer Repositories ONLY as defined in Section @ref(customer-repositories).c, Customer grants to Other Users a nonexclusive, worldwide license to use, display, and perform Customer Content through the Services and to reproduce Customer Content solely on the Services as permitted by the Customer under the terms of a written Order Form or SOW (for example, a subservicing Customer allowing Other Users (e.g., their servicing customers or their regulator) to view or interact with specific reports that a Corporate Account Owner designates). If Customer is uploading Content Customer did not create or own, Customer is responsible for ensuring that the Content Customer uploads is licensed under terms that grant these permissions to Other Users.

This license does not grant Other Users the right to sell Content or otherwise distribute or use it outside of our provision of the Services to Customer. Customer may grant further rights to Content if Customer provides a Shared Repository License. In the event of a conflict between this Agreement and a Shared Repository License, such Shared Repository License will govern with respect to that Shared Repository only.

Contributions Under Repository License

Whenever Customer or Customer’s Users make a contribution to a repository containing notice of a license, Customer licenses such contribution under the same terms, and Customer agrees that Customer has the right to license such contribution under those terms. If Customer has a separate agreement to license Customer contributions under different terms, such as a contributor license agreement, that agreement will supersede.

Moral Rights

Customer retains all moral rights to Customer Content that Customer or Customer’s Users upload, publish, or submit to any part of the Services, including the rights of integrity and attribution. However, Customer waives these rights and agree not to assert them against IndustryVault, solely to enable it to reasonably exercise the rights granted in Section @ref(license-grant-to-industryvault), but not otherwise.

Repositories

A Repository is a location on the IndustryVault Platform where Content is stored, and where version and access control is applied. For example, a File Repository might include smaller digital files (such as text files or images) stored and managed using the Git version control protocol, while a Data Repository might include larger files (such as structured datasets from operational systems) kept in versioned object or database storage. Written policies for Repository access are the foundation for effective data governance.

Control of Repositories

Customer Repositories

  1. Customer Repositories. Corporate Accounts may have Customer Repositories which contain Customer Content. Customer is responsible for controlling access to Customer’s Customer Repositories, including invitations to access Customer Repositories, administrative control of User Groups and Teams with access to Customer Repositories, and termination of access to Customer Repositories. Customer may designate IndustryVault to manage administrative control on Customer’s behalf, but this designation does not supersede Customer’s ultimate administrative rights over Customer Repositories.
  2. Private Customer Repositories. Corporate Accounts may have Private Customer Repositories which restrict access ONLY to Customer’s Users and do NOT allow access by Other Users. All Customer Repositories SHALL be Private Customer Repositories unless specifically designated otherwise in writing by a Corporate Account Owner and agreed to in writing by IndustryVault.
  3. Shared Customer Repositories. Corporate Accounts may have Shared Customer Repositories which restrict access to Customer’s Users AND to specific Other Users that a Corporate Account Owner designates. Customer must provide IndustryVault with written permission from a Corporate Account Owner before a Private Customer Repository may be changed to a Shared Customer Repository. Customer also must provide IndustryVault with a written Shared Customer Repository License for inclusion in the Customer Repository to be shared that, at a minimum, (x) specifically identifies which Other Users may access the Shared Repository, (y) defines under what specific terms the Shared Repository may be accessed by those Other Users, and (z) is approved in writing by IndustryVault and does not conflict with any other terms of this Agreement.

IndustryVault Repositories

  1. IndustryVault Repositories. Corporate Accounts may have IndustryVault Repositories which contain IndustryVault Content. IndustryVault is responsible for controlling access to IndustryVault Repositories, including invitations to access IndustryVault Repositories, administrative control of User Groups and Teams with access to IndustryVault Repositories, and termination of access to IndustryVault Repositories.
  2. Private IndustryVault Repositories. Corporate Accounts may have Private IndustryVault Repositories which restrict access ONLY to IndustryVault Personnel and do NOT allow access by Customer’s Users or by Other Users. All IndustryVault Repositories SHALL be Private IndustryVault Repositories unless specifically designated otherwise in writing by IndustryVault.
  3. Shared IndustryVault Repositories. Corporate Accounts may have Shared IndustryVault Repositories which restrict access to IndustryVault Personnel AND to specific Users and Other Users that IndustryVault designates. For example, Shared IndustryVault Repositories may contain sample data, report templates, or code examples. IndustryVault will provide a written Shared IndustryVault Repository License for inclusion in any IndustryVault Repositories to be shared that, at a minimum, (i) identifies which Users and Other Users may access the Shared IndustryVault Repository, and (ii) defines under what terms the Shared IndustryVault Repository may be accessed.
  4. Unless otherwise specified in a written Shared IndustryVault Repository License, Customer’s Users may modify the Contents of Shared IndustryVault Repositories solely for the purpose of developing bug fixes, customizations, and additional features (“Customer Modifications”) for use with the Services. Notwithstanding anything in this Agreement to the contrary, IndustryVault has no support, warranty, indemnification or other obligation or liability with respect to Customer Modifications or its combination, interaction or use with the Services. Customer will indemnify, defend and hold IndustryVault harmless from and against all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim brought against IndustryVault by a third party relating to Customer Modifications (including, but not limited to, any representations or warranties Customer makes about Customer Modifications to the Shared IndustryVault Repositories). In circumstances where Customer’s Users may be permitted to make additions, changes or modifications to Shared IndustryVault Repositories, such additions, changes or modifications shall be considered Feedback.

Confidentiality of Repositories

Each Party shall consider the contents of Repositories to be confidential to the Party which controls the Repository. Accordingly, IndustryVault will protect the contents of Customer Repositories from unauthorized use, access, or disclosure in the same manner that it would use to protect its own confidential information of a similar nature and in no event with less than a reasonable degree of care.

IndustryVault Access

  1. IndustryVault employees may only access the content of Customer’s Customer Repositories in the following situations:
    • With Customer’s consent and knowledge, for providing specific services or features as part of the Services, or for support reasons. If IndustryVault accesses a Customer Repository for support reasons, it will only do so with a Corporate Account Owner’s consent and knowledge.
    • When access is required for security reasons.
  2. Customer may choose to enable additional access to Customer’s Customer Repositories. For example, Customer may enable various IndustryVault services or features that require additional rights to Customer Content in Customer Repositories. These rights may vary depending on the Services or feature, but IndustryVault will continue to treat Customer’s Content in Customer Repositories as confidential. If those services or features require rights in addition to those it needs to provide the Services, IndustryVault will provide an explanation of those rights.

Exclusions

If IndustryVault has reason to believe the contents of a Repository are in violation of the law or of this Agreement, it has the right to access, review, and remove them. Additionally, IndustryVault may be compelled by law to disclose the contents of Customer’s Customer Repositories. Unless otherwise bound by requirements under law or if in response to a security threat or other risk to security, it will provide notice of such actions.

Acceptable Use Policies

Compliance with Laws and Regulations

Customer’s use of the Website and the Services must not violate any applicable laws, including copyright or trademark laws, export control laws, or other laws in Customer’s jurisdiction. Customer is responsible for making sure that All Users’ use of the Services is in compliance with all applicable laws and regulations.

Content Restrictions

Under no circumstances will any User upload, post, host, or transmit any Content to Customer’s repositories that:

  1. is unlawful or promotes unlawful activities;
  2. is or contains sexually obscene content;
  3. is libelous, defamatory, or fraudulent;
  4. is discriminatory or abusive toward any individual or group;
  5. contains or installs any active malware or exploits, or uses IndustryVault’s platform for exploit delivery (such as part of a command and control system); or
  6. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights.

Conduct Restrictions

While using the Services, Customer agrees that under no circumstances will any User:

  1. harass, abuse, threaten, or incite violence towards any individual or group, including IndustryVault employees, officers, and agents, or Other Users;
  2. use IndustryVault’s Services for any form of excessive automated bulk activity (for example, spamming), or relay any other form of unsolicited advertising or solicitation through our Services, such as get-rich-quick schemes;
  3. attempt to disrupt or tamper with IndustryVault’s Services in ways that could harm the Website or the Services, to place undue burden on IndustryVault’s servers through automated means, or to access the Services in ways that exceed Customer’s authorization;
  4. impersonate any person or entity, including any IndustryVault employees or representatives, including through false association with IndustryVault, or by fraudulently misrepresenting Customer’s identity or purpose; or
  5. violate the privacy of any third party, such as by posting another person’s personal information without consent.

Services Usage Limits

Customer will not reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without IndustryVault’s express written permission.

Scraping

Customer must ensure that none of its Users scrape the Website.

Excessive Bandwidth Use

If IndustryVault determines Customer’s bandwidth usage to be significantly excessive, IndustryVault reserves the right to suspend Customer’s Account or throttle Customer’s Content hosting until Customer can reduce Customer’s bandwidth consumption.

User Protection

Customer will not engage in activity that significantly harms Other Users.

API Terms

  1. Our “application programming interface” (“API”) is a set of functions and procedures that allow our Customers to create software applications that access the features of the Services. IndustryVault grants Customer a limited, worldwide, non-exclusive, non-transferable license during the term of this Agreement to access and use our API solely for the purpose of developing, demonstrating, testing and supporting interoperability and integrations between Customer’s products and services and IndustryVault’s products and services.
  2. Customer agrees not to modify, publish, sell, lease, license, distribute, or sublicense our API; decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from our API; reproduce, modify or create derivative works from our API; use our API to provide service bureau, application hosting, or processing services to third parties; incorporate or otherwise combine or integrate our API with any of Customer’s products or services; or use our API to engage in, support, or enable any kind of illegal activity.
  3. We reserve the right at any time to modify or discontinue, temporarily or permanently, Customer’s access to the API (or any part of it) with or without notice. It is Customer’s sole responsibility to ensure that Customer’s use of the API is compatible with the then-current API. Other than the rights we expressly give Customer in this Agreement, IndustryVault does not grant Customer any rights or licenses to our API or to any other IndustryVault products or services.
  4. Customer’s products, services, and integrations (collectively, Customer’s “Products”) are Customer’s responsibility. That means that Customer is solely responsible for developing, operating, and maintaining all aspects of Customer’s Products; ensuring that all materials used with or in Customer’s Products are legal in all the jurisdictions where Customer’s Products are used, and don’t promote illegal activities; obtaining any rights or licenses necessary to use and/or distribute any third-party software that Customer uses, includes, integrates, or distributes with Customer’s Products; and providing Customer’s end users with the same high-quality technical support for Customer’s Products when they operate in conjunction with our API or any other of our products and services as when they operate on their own.
  5. Abuse or excessively frequent requests to IndustryVault via the API may result in the temporary or permanent suspension of Customer’s Account access to the API. IndustryVault, in its sole discretion, will determine abuse or excessive usage of the API. IndustryVault will make a reasonable attempt to notify Customer via email prior to suspension. Customer may not share API tokens to exceed IndustryVault’s rate limitations. Customer may not use the API to download data or Content from the Website for spamming purposes, including for the purposes of selling User Personal Information, such as to recruiters, headhunters, and job boards. All use of the IndustryVault API is subject to this Agreement and the IndustryVault Privacy Statement. IndustryVault may offer subscription-based access to its API if Customer requires high-throughput access or access that would result in resale of the Services.

Third-Party Applications

Creating Applications

If Customer create a Developer Product using our API and make it available for Users, then Customer must comply with the following requirements:

  1. Customer must comply with this Section and the IndustryVault Privacy Statement.
  2. Except as otherwise permitted, such as by law or by a license, Customer must limit Customer’s usage of the User Personal Information or User-Generated Content Customer collects to that purpose for which the User has authorized its collection.
  3. Customer must take all reasonable security measures appropriate to the risks, such as against accidental or unlawful destruction, or accidental loss, alteration, unauthorized disclosure or access, presented by processing the User Personal Information or User-Generated Content.
  4. Customer must not hold itself out as collecting any User Personal Information or User-Generated Content on IndustryVault’s behalf, and provide sufficient notice of Customer’s privacy practices to the User, such as by posting a privacy policy.
  5. Customer must provide Users with a method of deleting any User Personal Information or User-Generated Content Customer has collected through IndustryVault after it is no longer needed for the limited and specified purposes for which the User authorized its collection, except where retention is required by law or otherwise permitted, such as through a license.

Using Applications

  1. Customer may grant a Developer Product authorization to use, access, and disclose the Contents of Customer’s Repositories. Some Developer Products can be used for performing automated tasks, and in some cases, multiple Users may direct the actions of a Developer Product. However, if Customer sets up a Developer Product on Customer’s Account, or Customer is an owner of an Account with an integrated Developer Product, then Customer will be responsible for the Developer Product’s actions that are performed on or through Customer’s Account. Please see the IndustryVault Privacy Statement for more information about how IndustryVault shares data with Developer Products.
  2. IndustryVault makes no warranties of any kind in relation to Developer Products and is not liable for disclosures to third parties that Customer authorizes to access Customer Content. Customer’s use of any third-party applications is at Customer’s sole risk.

Services Level Agreement (SLA)

SLA Terms

  1. Uptime Guarantee and Calculation. IndustryVault guarantees that the Services will have a quarterly Uptime percentage of 99.5%. That means the Services will not be interrupted by an Outage affecting more than 50% of Active Users, for more than .05% of the quarter. If IndustryVault doesn’t meet such 99.5% quarterly Uptime guarantee, IndustryVault may issue Services Credits to customers. IndustryVault’s Uptime calculation is based on the percentage of successful requests it serves through its web and API client interfaces.
  2. Exclusions. Exclusions from the Uptime guarantee include Outages resulting from: (i) scheduled Downtime; (ii) Customer’s acts, omissions, or misuse of the Services, including violations of this Agreement; (iii) failures of Customer’s internet connectivity; (iv) factors outside IndustryVault’s reasonable control, including Internet access related problems, force majeure events, and third-party services or technology; or; (v) Customer’s equipment, services, or incorrect use of the API or other technology.
  3. Calculation of Uptime Services Credits; Redemption of Uptime Services Credits. If IndustryVault’s quarterly Uptime percentage drops below its 99.5% Uptime guarantee, then Customer is entitled to receive a Services Credit equal to 25 times the amount that was paid for the Outage time that exceeds the quarterly Uptime guarantee. Services Credits are calculated at the end of each quarter, and may only be granted upon request. To find out about IndustryVault’s Uptime percentage, Customer can request an Uptime report at the end of each quarter. In order to be granted Services Credits, either a Corporate Account Owner or Billing Manager must send a written request, on Customer’s behalf, within thirty (30) days of the end of each quarter. Services Credits may not be saved. After being granted a Services Credit, it will be automatically applied to Customer’s next bill. Written requests should be sent to IndustryVault Support.

SLA Disclaimer and Limitation of Liability

IndustryVault’s Status Page is not connected to the Uptime guarantee set forth in this Section and is not an accurate representation of IndustryVault’s Uptime for the purposes of calculating Services Credits. Services Credits are limited to thirty (30) days of paid Services, per quarter. Services Credits are Customer’s only remedy for any failure by IndustryVault to meet any Uptime obligations as identified in this Section.

Privacy

Throughout the duration of the Agreement, IndustryVault will maintain and enforce a written privacy statement (Privacy Statement) that aligns with industry recognized frameworks; includes privacy safeguards reasonably designed to protect Users; is appropriate to the nature, size, and complexity of IndustryVault’s business operations; and complies with the applicable privacy laws and other specific privacy-related laws and regulations that are applicable to the geographic regions in which IndustryVault does business.

The Parties shall comply with the IndustryVault Privacy Statement, which is incorporated herein by this reference. This Privacy Statement may be updated from time to time upon reasonable notice to Customer (which may be provided through the Services) to reflect process improvements or changing practices or new privacy-related laws or regulations, but any such modifications will not materially diminish either party’s obligations as compared to the current Privacy Statement.

Security and Compliance

Throughout the duration of the Agreement, IndustryVault will maintain and enforce a written security policy (Security Policy) that aligns with industry recognized frameworks; includes security safeguards reasonably designed to protect the confidentiality, integrity, availability, and resilience of Customer Data; is appropriate to the nature, size, and complexity of IndustryVault’s business operations; and complies with the Applicable Data Protection Laws and other specific information security-related laws and regulations that are applicable to the geographic regions in which IndustryVault does business.

The Parties shall comply with the IndustryVault Security Policy, which is incorporated herein by this reference. This Security Policy may be updated from time to time upon reasonable notice to Customer (which may be provided through the Services) to reflect process improvements or changing practices, but any such modifications will not materially diminish either party’s obligations as compared to the current Security Policy.

IndustryVault Security Audit Report

IndustryVault will execute an external independent audit to produce a SOC 2 Type 2 Attestation Report. IndustryVault will continue to execute audits and issue corresponding reports for the duration of the agreement on at least an annual basis.

Requests for Information

Upon Customer’s written request and no more than once annually, IndustryVault will respond to one request for information to assess security and compliance risk-related information. The response will be provided in writing within thirty days of receipt of the request, pending needed clarifications of any request. IndustryVault will include in its annual response relevant audit reports for infrastructure and software providers, as deemed relevant by IndustryVault, in its sole discretion and based on data and services rendered.

Regulatory Audits

Should Customer realize a regulatory audit or an audit in response to a Supervisory Authority that requires participation from IndustryVault, IndustryVault will fully cooperate with related requests by providing access to relevant knowledgeable personnel, documentation, and application software. Customer has the following responsibilities regarding any such regulatory or Supervisory Authority audits:

  1. Customer must ensure use of an independent third party (such as the regulator or regulator’s delegate), and that findings and data not relevant to Customer are restricted.
  2. Notification of such audit must be written and provided to IndustryVault in a timely fashion, pending regulator notification, and in a manner that allows for appropriate personnel to be made available to assist. Where regulators provide no advance notice to Customer of audit or investigation, IndustryVault will respond in as timely a fashion as required by regulators.
  3. Any third party auditor must disclose to IndustryVault any findings and recommended actions where allowed by regulator.
  4. In the event of a regulatory audit, access will be permitted only during regular business hours, Pacific time.
  5. To the extent permitted by law, Customer must keep confidential any information gathered through any such audit of IndustryVault that, by its nature, should be confidential.

Website Changes

IndustryVault reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.